Administrative Services Agreements. Borrower shall not (i) amend, modify or waive any material provision or term of any Administrative Services Agreement in effect as of the Closing Date in a manner adverse to Agent or any Lender, (ii) terminate any Administrative Services Agreement, or (iii) enter into any new Administrative Services Agreement, in each case, without at least ten (10) days’ prior written notice to Agent and without the consent of Agent. Upon Agent’s request, upon entering into or amending any Administrative Services Agreement, Borrower shall promptly provide Agent with copies of such Administrative Services Agreements or amendments thereto and any other documentation requested by Agent in connection with any Administrative Services Agreement.
Administrative Services Agreements. 18 Affiliate......................................................................................................41 Agreement......................................................................................................41
Administrative Services Agreements. CareOregon and SCAN Health Plan will each enter into or, in the case of SCAN Health Plan, maintain an administrative services agreement with TopCo as of the Closing in forms to be mutually agreed to by the Parties prior to Closing, pursuant to which TopCo will provide centralized administrative services to such entities on fair market value terms.
Administrative Services Agreements. At the Closing, (a) Sellers and Purchaser shall execute and deliver to each other the Administrative Services Agreement, and (b) Sellers and LLANY shall execute and deliver to each other the NY Administrative Services Agreement. Each of the Administrative Services Agreement and NY Administrative Services Agreement shall be effective as of the Effective Date. Not later than sixty (60) calendar days after the Contract Date, Purchaser, LLANY and Sellers will use their respective commercially reasonable efforts to identify any additional services to be rendered by Purchaser and LLANY, as applicable, under the terms of the Administrative Services Agreement, which services shall be listed on Schedule 2.01 thereto, and be consistent with current practices.
Administrative Services Agreements. Sohu and its subsidiaries and VIEs and Changyou and its subsidiaries and VIEs may enter into interim administrative services agreements from time to time covering the provision of various interim services, if any, including financial, accounting, legal, and other services by Sohu (and its subsidiaries and VIEs) to Changyou (and its subsidiaries and VIEs) or, in certain circumstances, vice versa. Such services will generally be provided for a fee equal to the actual Direct Costs and Indirect Costs of providing such services plus an additional amount as agreed to by the Parties, subject to other consideration’s being agreed to by the Parties. “Direct Costs” shall include compensation and travel expenses attributable to employees, temporary workers, and contractors directly engaged in performing the services as well as materials and supplies consumed in performing the services. “Indirect Costs” shall include occupancy, IT supervision and other overhead burden of the department incurring the direct costs of providing the service. Payment for any such services will be due within fifteen (15) days after Sohu renders an invoice for such services.
Administrative Services Agreements. 47 Section 5.12. Xxxx of Sale..................................................48 Section 5.13. Transition Services Agreement.................................48 Section 5.14. Certain Agreements............................................48 Section 5.15. DAC Tax.......................................................48 Section 5.16. Bank Accounts and Lockboxes...................................48 Section 5.17. Intentionally Deleted.........................................48 Section 5.18. Confidentiality...............................................49 Section 5.19. Employment Obligations........................................50 Section 5.20. Provision of Transitional Services............................56 Section 5.21. Separate Account Revenues.....................................58 Section 5.22. Use of Sellers' Names, Logos or Service Marks.................58 Section 5.23. Communications with Policyholders.............................58 Section 5.24. Non-Solicitation of Business..................................58 Section 5.25. Intentionally Deleted.........................................59 Section 5.26. Purchaser Year 2000 Matters...................................59 Section 5.27. IT Services/Sellers Year 2000 Matters.........................60 Section 5.28. Certain Product Tax Matters...................................66 Section 5.29. Sellers' Non-Compete..........................................67 Section 5.30. Sponsored Business............................................69 Section 5.31. Distribution Arrangements.....................................70 Section 5.32. Reinsurance Treaties..........................................70 Section 5.33. Post-Closing Policies.........................................71 Section 5.34. Resources.....................................................72
Administrative Services Agreements. 50 5.12. CLIC Separate Account Administration Agreement..................... 50 5.13. Transition Services Agreement...................................... 50 5.14. General Assignment and Assumption Agreement........................ 50 5.15. Bill xx Sale....................................................... 50 5.16. Reinsurance Credit for New York Contracts.......................... 51 5.17. Stock Purchase Agreement........................................... 51 5.18. License Agreement.................................................. 51 5.19.
Administrative Services Agreements. At the Closing, Seller and Purchaser shall execute and deliver to each other the Purchaser Administrative Services Agreement in substantially the form of Exhibit B hereto, and Seller and LLANY shall execute and deliver to each other the LLANY Administrative Services Agreement, the terms of which the parties shall negotiate prior to Closing. Promptly following the date hereof, Seller and LLANY shall negotiate in good faith the terms of the LLANY Administrative Services Agreement, which agreement shall be identical in all material respects to the Purchaser Administrative Services Agreement, except for such modifications, if any, as may be deemed necessary by the parties in order for the agreement to receive approval of the New York Insurance Department. Each of the Administrative Services Agreements shall be effective as of the Closing Date.
Administrative Services Agreements. The administrative services ---------------------------------- agreements between Safeguard and FormMaker and Safeguard and MicroDynamics shall have been terminated.
Administrative Services Agreements. Amend or modify any Administrative Services Agreement in such a way that would adversely impact (a) the Collateral, (b) the ability of Bank to dispose of any Collateral, or (c) the perfection or priority of Bank’s Lien in the Collateral.
